Decent Men
by YourGroovnessFred
Summary: It's been a year since the start of the Clone Wars. The Separatist Senate has begun doubting the effectiveness of the droid army. An experimental unit comprised entirely of enlisted human men is commissioned as a response. Can the 71st Confederate Infantry Battalion change the face of the CIS Army? Can a group of good men bring light into the darkest days of galaxy?
1. Prologue

**Author's note**

 **I've had this idea in my head for a while. Figured I'd try and bring it to life. This is my first fanfiction so pardon any problems you may face when reading. Although I do make a point of using proper grammar, spelling, and punctuation. So hopefully that is all squared away for you. Please review and leave any criticisms you have. I hope this story is just as exciting on paper as it is in my head for you guys.**

 **Enjoy**

 **Prologue**

Colonel Jon Frost POV - Cloudy, too bad. Clouds never do it justice, cleaning your gear, especially your helmet. It makes it all worthwhile seeing the sun's reflection on your helmet. The shiny inner workings of your rifle… bayonets, who uses those anymore? 71st is old fashioned, and because of that looked down on by many. Although hardly used anymore, nothing is as reliable as a good slugthrower. Not the crap ones the trandos use, but well constructed and maintained rifles and machine guns. Ammunition is a problem, to an extent. Most calibers wouldn't penetrate clone armor, hence why we use larger caliber rounds. Tends to be a bit more messy, but it ensures a kill.

Now Jedi on the other hand, well I've dealt with them before. I respect them, the individual, but not their order. I'll feel bad once we are deployed, jedi against three companies armed with slugthrowers? The force better be with them, for their sake. Men in the 71st are armed with blasters that were converted into slugthrowers. Bunsen and his DLT-19 being the biggest example, that oaf. His aim could be better, but hell that doesn't matter if you give him a thousand rounds. The remaining men wield DLT-20As, modified to hold 50 rounds, versus 30 that the blaster variant uses.

Lucky me, today I get to inspect all those 20As, it's graduation day for the men. All the big dogs will be here, watching us, their pet project… Gunrey, Tambor, Poggle, and who can forget; Dooku. Most of those "men" were completely against the thought of organics possibly replacing droids. Not surprised, considering they are just profiting off all this madness thanks to their droid factories. Dooku, now there's a man who is hard to read. One minute he seems very interested in the 71st, the next he wishes we'd all drop dead. I don't blame Bunsen for shitting on the separatist council, who could?

There isn't a single man in the 71st who would put their life or the lives of their men to save Gunrey's slimey carcass. However there isn't a man in the 71st who would betray the CIS. We all come from a background in which the Republic made out well for themselves. The rest of us were left at the mercy of pirates, slavers, or any other degenerates who had a weapon and half a brain. Now I can… we can change that. I know the war crimes the higher ups commit, but the Republic was just as bad. They didn't straight up commit crimes, but they did something just as bad. Turned a blind eye to it.

Today that changes, today there will be a unit who shows the galaxy that it isn't black and white out there on the battlefield. The Jedi will know us, the clones will know us, and the council will be damn glad they commissioned us. Starting today, the separatists will win, thanks to the 71st Confederate Infantry Battalion.


	2. Chapter One: Presentation day

**Sorry about the delay, honestly I thought the idea wouldn't garner much attention, however I feel like giving it another shot. Here is chapter one, enjoy. Also, I'm basing the uniforms of the 71st heavily off of World War II American uniforms, both dress and combat. I'm a big WWII buff, so battles, characters, and so forth will have roots in both the World War and other real-life conflicts.**

 **Enjoy**

Chapter 1: Presentation day

Jon Frost POV

Two weeks ago, my battalion and I graduated basic. Dooku at least seemed somewhat content with our performance, as did I. The Viceroy, Tambor, and other big shots didn't seem happy about us. After all we could be the start of a wide-scale initiative to replace the Confederate Military's droid armies with humans, or humanoids in general. As I look around, I see the boys-turned men surrounding me, dark blue helmets, clean rifles, and polished C.I.S. badges. Dej Parker, standing at attention, is at my side, even though there are only senators surrounding us. He's a good man though, quiet, thoughtful. However he's more professional than any of us, even me. I chose him to speak alongside me in front of the Separatist Senate today, for good reason. He is the shining example of what the entire Confederate Army could be, rather than clanking, bumbling droids. Hell, I don't even blame clones for hating on them. A few were stationed around the training camp we lived in for months. Captain Treston, terrain expert, found seven weak points in their defenses on the first day. We could've overpowered the droid garrison, however we had to swallow the fact that those tin cans were "allies". In short, I hope I see more organic faces in the military soon, and less Trade-Fed "quality" B-1s.

Though I couldn't say that in front of the senate, even though it would get a few chuckles and everyone in the back of their mind would know it's true. I look around at the stands surrounding me, not all the senators are sitting, most are standing around in circles, speaking with my men. Many look happy, relieved you could say. In the past year, the battles have been 50/50. Sure, Techno-Union may come out with some "revolutionary" battle cruiser, or a new droid that can not only mindlessly kill, but apparently "think" for itself. It would be funny if the Separatist cause wasn't hanging in the balance.

"Sir, I believe it's time." I turn to see Dej standing behind me, slight smile, and a crisp salute.

"Well then, let's not keep the good senator's waiting." I say with wink and a pat on Dej's shoulder. 'I hope these "good senators" are in a good mood'.

All eyes are on Dej and I, as we walk to our podium, eyes trained on the two uniformed human men. The other troops are standing outside the doors, trying to get a good look at their comrades.

"Quiet down now." Boomed the voice of Dooku, the man who, although dubious at times, supported the 71st more than other leaders. "The honorable gentlemen of the 71st, have joined us today to celebrate a new beginning for the Separatist armed forces. Colonel Jon Frost will now speak, accompanied by Chief Warrant Officer Dej Parker." He motions us, and with a respectful nod, I turn my attention to the senators in front of me.

"Representatives, Senators, Count. Today I would like to introduce you to my Battalion. My men are the finest soldiers in this war, on _both_ sides. They've trained for months, and have committed themselves to the cause of our movement. Myself, Officer Parker, and the captains of my companies are prepared to lay down their lives for our people. We will prove that the best soldiers do not come from droid foundries," I hear a few grunts, seems I struck a nerve? "or the clone facilities, but from the womb, from a house, a family, and a community united in standing up to the oppression and corruption of the Republic!" Immediately cheers ring out through the room, my men among those clapping.

"I look forward to leading my men into and out of combat, and with strength, courage, and unification, lead this growing alliance to victory." Another set of claps and praises, as I look over the Dej standing to my right. He gives me a slight nod and smile, as I continue to survey the room of riled-up senators.

"May this Confederacy triumph, may the people live free, and may the 71st achieve both." I give a bow, along with Dej as the room goes wild, standing ovation and all. I look towards my men, practically spilling out through the doors, giving me thumbs up and whistles. As if curiosity guided me, I look up to that one man. At first, emotionless. However once his eyes scan over to me, I see something I hadn't seen before… a smile.

"I'd say our mission here was a success, sir."

"I agree, Dej, good start, don't you think?"


	3. Chapter Two: Baptism

Not a day after my speech to the Senate, we were given our next set of orders; to garrison a newly constructed shipyard in the outer-rim above the planet Celtorn. Immediately the men grumbled, figuring this is how we'd spend the rest of the war, guarding space stations, shipyard, or listening posts. Though all seem to be relieved they aren't stuck in training anymore, even if the atmosphere of boredom and drills remained a constant. Dooku personally saw us off as we boarded our troop transports and cruisers, surprisingly to wish us luck and, "to serve the Confederacy to the best of your abilities."

The 71st was given three troop transports and two cruisers of a new design. The Techno Union and Trade Federation had design these ships together in the hopes of defeating Jedi cruisers more effectively. Though originally they refused to let us be the ones to use them, they eventually gave in and allowed us to test them. Honestly they only really let us have them so if they were destroyed, the wouldn't lose any droids along with them. The TT-71 Transports were smaller than the cruisers, with the bridge in the front-top area of the ship. The sides could open allowing easy debarkation, as well as the rear. The engines were located in both the back, as well as the top of the vessel. The BC-71 Battle Cruisers were twice the size, though a bit smaller than a Venator. However, what it lacked in size, it made up for in sheer armor and guns. Most warships were equipped with large tubro-lasers. The BC's were outfitted with cannons capable of firing a shell the size of an AT-TE at supersonic speed, which could dish out severe damage to a ship's shields in one shot. What it did to vessels without shields was something else; cutting through the armor and entering the inner workings like it was nothing, and detonating once inside. The cruisers had your standard shields, but its armor was thick, several spaced-layers that could absorb hits better than most. The engines were located on the back and sides, four in the rear and two on the sides with good armor plating. The bridge was located on top, but partially dug into the ship. This made it harder to hit, adding to what already made the BC-71 a deadly foe.

The star fighters on the other hand are of our own design. A smooth, circular body with side wings slanted back, and a circular mouth in the front which could fire a proton torpedo. The cockpit was a bubble design, and the tail fin was slanted backwards. The exhaust is on the side-front, pointing forward. Unlike most our weapons, the fighters are equipped with laser cannons. The standard paint job is the dark CIS blue, with chrome going around the front torpedo tube, covering the exhaust, and surrounding the back single engine. The CIS symbol is presented proudly on the tail fin and wings. What makes them very special, is that each fighter has its own nose art and whatever else my men wish to have (albeit within reason). Bunsen's has some brunette on top of a bomb, Parker's got a rancor mouth and eyes on the front, while mine's CIS symbol is gold, along with the chrome. The cruisers can hold 50 fighters each, the hangers being located within the ship. An elevator transports the fighters into and out of the ship, as to avoid any unwanted boarding parties via the hanger. Part of me is glad our first assignment won't be the death of many good men in this battalion, however I wouldn't object to a skirmish.

 **Two weeks after arrival above Celtorn**

"In case of attack, or in any combat situation, I want transport B to act as a medical ship. This will be in effect until we at least get an actual medical frigate."

"That is _if_ we ever are attacked, sir"

"Bunsen I've gone over this before, this shipyard is surely to be a prime target for the Republic's Outer-Rim command. The Techno Union has already lost its footing in nearby systems including Ryloth. Now assuming we are attacked, I want the transports behind the cruisers. Cruisers will be nose to nose, acting as a long wall to protect the transports and shipyard. Cruiser _Rook_ will be facing starboard while cruiser _Bishop_ will face portside. Have a few fighters defend the transport's rear, all other fighters will be diverted to a defensive/offensive role. Try and lure enemy fighters in, the transports have a few turrets and if they are hidden behind the cruisers, they can surprise enemy fighters who try and make a break for the shipyard. If the enemy tries to flank us, the cruisers will open like a door, with transports A and B staying behind _Rook_ while transport C remains behind _Bishop_. I want as many guns facing the enemy as possible, the bigger cannons can dish out a lot. However, if the enemy gets into their blind spot we'll be in for it."

"Sounds good, sir. I'll notify the men, anything else?"

"No Parker, that'll be all."

"Sir we've got five bogeys inbound, three large, two smaller." Says a calm deck officer, pointing to his screen.

"Good thing you didn't bet on that Bunsen, or else you'd be buying me drinks for the rest of this rotation." I look over at my "favorite" captain who just gives me a grunt and an eye roll. Immediately all hands run to their stations, practically beaming with excitement.

"Our first engagement, let's make it a good one. Are all ships in position, officer?"

"Aye sir"

"Do you have visual?"

"No sir they… yes they've just come out of hyperspace. Two Venators, three corvettes by the looks of it. One of em's a Jedi cruiser."

"Alright we've gone over this scenario a thousand times, but what I wanna know is which Jedi we dealin' with here?"

"Trying to scan the cruiser, see if I can make out whose it is. They aren't firing yet though sir… and they are in range."

"We in range?"

"Yes, all cannons loaded, fighters are ready. Boarding repellent parties are at their stations, and the shipyard has been notified. They are moving their workers planet-side."

"Odd… they always fire the second the exit hyperspace. Maybe they are trying to figure out who we are?"

"Ha, they must be pretty slow then. Our allegiance is plastered right on the side of our ships. Ya see that Ruuu-puuu-bliiic clones? Or did they keep you in your test tubes for too long? Ha-ha!"

"We get it Bunsen, you've found a group of people dumber than even you."

"Ah can it Miles."

"Quit it you two, it's one thing if we are on down time, but we've got company. Have all cannons fire on my mark, they haven't fired yet so I'm a bit curious as to their intentions."

"Sir the Jedi cruiser is… signaling us?"

"Maybe they've surrendered?" says Miles with a hint of sarcasm. A quick glare tells him to shut it, "Patch them through." I say as I turn my focus back to the screen. All the men on the bridge stop what they are doing to look up at the screen, wondering who the face of the enemy commander will look like.

All eyes go wide as a blue Twi'lek shows up on screen, I raise an eyebrow and glance over at Bunsen who simply shrugs his shoulders. The enemy bridge is bustling, many of the crewmembers seem to have confused looks on their faces as they work. Perhaps they are trying to figure out what they are looking at? I look back at the Twi'lek and assume she is the Jedi, her expression too is of surprise, then curiosity as her brow furrows. She seems to study my face and the men on the bridge fairly quickly, I guess she didn't expect to see only human men aboard a Separatist cruiser's bridge. With a quick clear of her throat, she turns her attention to me.

"I am General Aayla Secura of the Grand Army of the Republic, and Jedi Knight." Some eyes on the ship narrow at the mention of Jedi. "You are out-gunned, and I am giving you a chance to surrender your ships, and… men to the Galactic Republic. You will be treated fairly."

"General Secura, a pleasure to meet you. I am Colonel Jon Frost of the 71st Infantry Battalion of the Confederacy of Independent Systems. I appreciate your kind offer, however my men are quite prepared, and anxious. It'd be criminal to rob them of a good fight, don't you agree?" Although I truly did appreciate her offer, I couldn't help but drop a bit of sarcasm in there. Miles and Bunsen are really becoming an influence.

General Secura raised an eyebrow and gave a half smile, "I'd call it suicide, rather than a fight, Colonel. Though I respect your tenacity. Best of luck, you'll need it."

"I'd have half a mind to ask you to surrender but we both seem to be of the same mindset, minus are allegiances. Oh, and try not to damage our ships too much, they are new after all."

With a quite laugh and shake of her head, the screen went blank. The bridge went back to work, and my attention immediately went to the enemy fleet.

"Deploy all fighters, have them stay behind the cruisers. Have cannons aim for the Venator to the left of the flagship. Let's demonstrate how wrong they are about "out-gunning" us."

"Yes sir. Cannons, aim for the Venator to the left of the flagship."

 **General POV**

Aayla Secura was puzzeled, "Human males, manning a Separatist ship without droids?" she thought. Her thoughts were quickly interrupted when her Commander, Bly, looked up from one of the bridges scanners.

"Enemy cruisers are training on our fleet!"

"I don't want their turbolasers to be hitting us for long, launch all fight…" she was cut off as the two cruisers seem to burst with yellow flashes. Almost immediately the accompanying Venator, _Challenger,_ was hit hard by three dozen explosions.

"By the force… _Challenger's_ shields are gone, some rounds penetrated the ship and caused massive damage, her left bridge is destroyed!" The bridge went silent, Aayla felt hundreds of lives abruptly end.

"H-how?! I want to know what they just fired at us, because it sure wasn't turbolasers!"

"Some kind of cannon sir, firing armor-piercing explosive shells. Like a giant slugthrower. Orders?"

"I want all fighters out there now! We cannot lose the _Challenger_ , otherwise this battle won't last very long. Bly, come with me, we are boarding one of those cruisers. I want to know who we are fighting."

 **So yeah that's longer than the last two chapters. Hope ya'll are enjoying this, as I've said there will be references and such to historical stuff. For example, I dunno if you noticed but the 71st's star fighters are a cross between the F3H Demon and F86 Sabre with a bit of MiG in them. Leave your comments, hope to update soon. Enjoy.**


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